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HomeMy WebLinkAboutBy-law No. 2021-067THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2021-067 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN OPERATING AND MAINTENANCE LEASE AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND STRAFFORDVILLE HALL FOUNDATION WHEREAS the Municipal Act, 2001 S.O. 2001 c25, as amended, s. 8(1) contains broad authority to municipalities to enable municipalities to govern its affairs as it considers appropriate; AND WHEREAS The Corporation of the Municipality of Bayham is the registered owner of property municipally known as 56169 Heritage Line, Straffordville, ON NOJ 1Y0; AND WHEREAS The Corporation of the Municipality of Bayham owns a building on the property known as the Straffordville Community Centre; AND WHEREAS the Council of The Corporation of the Municipality of Bayham is desirous of entering into an agreement for the operation and maintenance of the Straffordville Community Centre. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between the Municipality of Bayham and the Straffordville Hall Foundation for the operation and maintenance of the Straffordville Community Centre; 2. THAT this by-law shall come into full force and effect upon the final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 2"d DAY OF DECEMBER 2021. rk O. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2021-067 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN OPERATING AND MAINTENANCE LEASE AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND STRAFFORDVILLE HALL FOUNDATION WHEREAS the Municipal Act, 2001 S.O. 2001 c25, as amended, s. 8(1) contains broad authority to municipalities to enable municipalities to govern its affairs as it considers appropriate; AND WHEREAS The Corporation of the Municipality of Bayham is the registered owner of property municipally known as 56169 Heritage Line, Straffordville, ON NOJ 1 YO; AND WHEREAS The Corporation of the Municipality of Bayham owns a building on the property known as the Straffordville Community Centre; AND WHEREAS the Council of The Corporation of the Municipality of Bayham is desirous of entering into an agreement for the operation and maintenance of the Straffordville Community Centre. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between the Municipality of Bayham and the Straffordville Hall Foundation for the operation and maintenance of the Straffordville Community Centre; 2. THAT this by-law shall come into full force and effect upon the final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 2"d DAY OF DECEMBER 2021. MAYOR C R. 3 OPERATING AND MAINTENANCE LEASE AGREEMENT This Operating and Maintenance Lease made December 15th 2021: BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (the "Landlord") - and - STRAFFORDVILLE HALL FOUNDATION (the "Tenant") WHEREAS the Landlord is a duly incorporated lower -tier municipality in the province of Ontario within the meaning of the Municipal Act, 2001 SO 2001 c 25, Canada, which is governed by Mayor and Council (hereinafter, "Municipal Council") and operated by administration; AND WHEREAS the Tenant, the Straffordville Hall Foundation, is a not -for profit charity corporation incorporated pursuant to the Ontario Not -For -Profit Corporations Act; AND WHEREAS the Landlord is the registered owner of property municipally known as 56169 Heritage Line, Straffordville, ON NOJ 1YO (hereinafter, "the Property"); AND WHEREAS the Landlord owns a building on the property known as the Straffordville Community Centre that is used by the general public for community, social, and recreational activities; AND WHEREAS the Tenant intends to operate and manage access to the Community Centre,as directed by the Landlord, situated on the Property, providing community, social and recreational activities, which contributes to the general wellbeing of the community; AND WHEREAS the Landlord and the Tenant have agreed to enter into this Operating Lease Agreement to set out the terms by which the Landlord will permit the Tenant to operate the Straffordville Community Centre and to set out the responsibilities for maintenance and management of the Straffordville Community Centre between the Parties; AND WHEREAS the Chief Administrative Officer (CAO) of the Landlord is authorized by Municipal Council to administer this Agreement in its entirety on the Landlord's behalf, once this Agreement is endorsed by Municipal Council; AND WHEREAS the Tenant's Chief Executive Officer (CEO) is authorized by the Tenant to administer this Agreement on its behalf, once it has endorsed this Agreement; and NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the payment ofthe sum of TWO DOLLARS ($2.00) from each Party to the other and for other good and valuable consideration, including the mutual covenants contained herein, including the access and occupancy rights granted to the Tenant in consideration for operation and maintenance services granted to the Landlord, the Parties hereby covenant and agree as follows: Section 1 -Recitals 1.1 The above recitals are true and are hereby incorporated into this Agreement by reference. Section 2 - Definitions 2.1 In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings: a "Agreement' shall mean this Agreement, as it may be confirmed, amended, modified, supplemented or restated by written agreement between the Parties. b. "Business Day" shall mean any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario. c. "Communication" shall mean any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party, d, "Community Partners" shall mean not -for -profit community organizations, or community organizations with a formal structure and mandate that provide funds or services on a volunteer basis for the good of the community as determined by the Municipality. e. "Members" shall mean persons classified as members in accordance with the by- laws of the Tenant. f. "Parties" shall mean the Landlord and the Tenant collectively and "Party" means any one of them. g. "Trade Fixtures" shall mean the plumbing fixtures, appliances, shelving in the Straffordville Community Centre and any other item meeting the requirements of a trade fixture as set out in the current and evolving common law of Ontario. ction 3 - Covenants .1 The Parties agree that all obligations contained in this Agreement, even if not expressed to be covenants, shall be deemed to be covenants. Section 4-Term & Termination 4.1 TERM a. Subject to the termination and amendment provisions of this Agreement, this Agreement shall commence on December 15, 2021 (the "Effective Date") and shall continue for a period of five (5) years, ending on December 15, 2026 (hereinafter, "the Term"). b At least six (6) months prior to the end of the Term, the Parties agree to meet to negotiate potential renewal terms. If no agreement is reached prior to the last day of the Term, the Agreement shall expire unless the Parties mutually agree in writing to extend the negotiation period for sixty (60) days ("Extension Period"). In the event renewal terms have not been agreed to by the Parties at the end of the Extension Period, theAgreement shall terminate immediately on the last day of the Extension Period. 4.2 TERMINATION a If the Tenant neglects or fails to carry out or to comply with any of the terms, covenants, undertakings or conditions of this Agreement, the Landlord may, after having given written notice to the Tenant of such default, terminate this Agreement by giving thirty (30) days notice in writing to the Tenant and this Agreement shall be deemed to be terminated on the day specified in the notice. b The Landlord may terminate this Agreement for any reason by giving thirty (30) days notice in writing to the Tenant and this Agreement shall be deemed to be terminated on the day specified in the notice. c The Tennant may terminate this Agreement for any reason by giving sixty (60) days'notice in writing to the Landlord and this Agreement shall be deemed to be terminated on the day specified in the notice. Section 5 - Roght to Use 5 t The Landlord hereby grants to the Tenant the non-exclusive right to utilize the Straffordville Community Centre, subject to standard booking provisions as defined within this agreement, at no cost when the funds or ends of such potential use are for the benefit of the Municipality, as determined by the Landlord, for the provision of operating services by the Tenant. a A listing of all dates, times and purposes of use as contemplated within Section 5.1 of this Agreement shall be provided to the Landlord on a monthly basis, within the rental -booking spreadsheet as provided by the Landlord. 5.2 FACILITY OPERATIONS MANAGEMENT a The Tenant shall provide the following services through its members, plus additional services required by the Landlord, pursuant to the terms of this Agreement: i Facility managerial services on a day to day basis regarding operation of the Straffordville Community Centre, and the revenue derived therefrom, ii Utilize the email provided by the Landlord to communicate with all potential renters, renters and the Landlord for all communications in accordance with any Landlord IT Policy that may be provided or updated from time to time. ill. Utilize the cell phone provided by the Landlord to communicate with all potential renters, renters and the Landlord for all communications 6v Meets the prospective renters of the facilities to view the facilities, and when the facilities are rented, arranges for the execution of the standard rental agreement as provided by the Landlord. v Receives all deposits required for the rental of the facilities or part of the facilities and obtains the balance of the rental payment when due. w Ensures the facilities will be open for the use of persons or organizations who have rented the premises, or part of the premises a minimum of thirty (30) minutes prior to rental commencement time. vii. The Tenant will be available by cell phone, number to be posted, in the event of a renter requiring assistance. viii. Sets up all tables and chairs for the individuals or organizations renting the premises, according to the direction of the Renter, but not in a manner that would prevent the safe and orderly exit of persons attending the scheduled function in the event of an emergency. i A standard table and chair set up may remain in between uses. F Community Partners may set up tables and chairs without Tenant assistance. ix Advises the persons or organizations using or renting the facilities, of the regulations (including Municipal Alcohol Policy requirements) in so far as conduct of persons during the scheduled function, the period of time calculated for purposes of determining the rental rate applicable, the bar closing time and time for the removal of persons attending the function and closing the facility. x Clears the tables and chairs of all items left following the function, re- arranges places in standard set up or stacks all tables and chairs for the next function or event. • The Tenant ensures tables are wiped with a sanitizing solution prior to stacking or placement. x1. Oversees the use of the facilities in the kitchen area and ensures that all stoves, refrigerator, coolers, dishwashers and kitchen utensils are operated in a safe and orderly manner. Ensures that the persons or organizations using the kitchen facilities, which shall include the foregoing, wash and clean, all items used, before leaving the premises. xii Ensures clear communication with all parties (Supervisor, contractors, renters and contacts). xi+i Ensures facility is locked and secured at the conclusion of the rental_ 5.3 BOOKING -FEE COLLECTION a The Tenant shall conduct all booking operations on the email and cell provided by the Landlord. b The Tenant shall maintain a record of all activities, rentals and monies received on acloud based spreadsheet as set up and directed by the Landlord. c. The Tenant shall safeguard all funds received for rentals and make out receipts for funds received and submit a minimum monthly return of all monies received to the Treasurer of the Municipality of Bayham. All payment shall be made to the Corporation of the Municipality of Bayham in accordance with the Corporation of the Municipality of Bayham Rates &Fee By-law in force and effect on the day of booking. Any payment amounts received by the Tenant that are not deposited directly into the accounts of the Landlord through a point of sale terminal are held by the Tenant for the Landlord until such time as they are remitted to the Landlord by way of deposit_ d The Tenant shall provide all booking and managerial services on a day to day basis regarding operation of the Straffordville Community Centre, Straffordville Pavilion, the Straffordville and Port Burwell Ball Diamonds and the revenue derived therefrom. 5.4 JANITORIAL WORKS a The Tenant shall be solely responsible for the provision of janitorial services for Straffordville Hall Foundation rental uses of the main floor of the Straffordville Community Centre, including but not limited to: i. Wash all tables with sanitizing solution ii. Cleaning the facilities after each use iii. Sweep and spot mop or full wet mop as necessary iv. Clean rubber mats V. Empty all recyclables & place outside for pickup vi. Empty garbage and remove to outside bin (40 lb. limit) vii. Clean glass on doors viii. Wash counters, mirrors and sinks with sanitizing solution ix. Wipe fridge and cooler inside and outside with sanitizing solution & clean glass as required Clean toilet bowls, seats, frames to base, urinals xi. Wash wooden & vinyl chairs A. Maintains dispensers - soap, towel, toilet paper etc. xiii Disinfect all surfaces (door handles, light switches etc.) J) The Tenant shall order all required supplies, materials and equipment to perform the specified janitorial services, from the Landlord. The Tenant will ensure orders are placed in advance of need so that the Landlord is provided with adequate time to obtain the items and provide them to the Tenant in advance of their need. c The Tenant shall provide to the Landlord a record of janitorial works at any time upon the request of the Landlord, and such record shall demonstrate when janitorial works were provided in the Straffordville Community Centre and what janitorial works were conducted. The Tenant shall retain such records in accordance with sections 254 and 255 of the Municipal Act, 2001 RSO 2001, c. 25, as may be amended, a. This may be a hard copy spreadsheet located in the Janitors closet. d The Landlord shall coordinate and conduct the following activities as required in the sole discretion of the Landlord: i Buff Main Hall Floor is Steam clean all carpets and matting 5.5 HEALTH & SAFETY ,3 The Tenant shall be required to show proof of registration with the WSIB or a letter stating the Tenant is not subject to the conditions of WSIB from the WSIB. b. The Landlord is committed to: The prevention of workplace injury and illness to all workers at Municipal locations. li. The belief that Tenant safety is compatible with the safety policy of the Municipality and is good business. iii_ Assuming a leadership role by citing contractors for any violations of the contract. iv Ensuring the Municipal workplace is a healthy and safe working environment, tenants, contractors, constructors and subcontractors must have knowledge of and operate in compliance with the Occupational Health and Safety Act and any other legislation pertaining to employee health and safety. c. As a Tenant retained to perform operations for the Municipality of Bayham, the Tenant accepts the following health and safety responsibilities: Comply with all procedures and requirements of the Occupational Health and Safety Act, Municipal safety policies and procedures, department and site specific policies and procedures and all applicable legislation or regulations. ia. Conduct operations safely with skill and care so as to prevent accidental injury to members and all other persons on the site. d. The Tenant shall ensure compliance with the Municipality of Bayham Health & Safety Policy, as available through the municipal website. e. The Landlord will conduct monthly Health & Safety inspections of the Straffordville Community Centre The Tenant shall immediately report any health and safety concerns to the Landlord in writing. 6.1 MAINTENANCE AND REPAIR OF STRAFFORDILLE COMMUNITH CENTRE AND PROPERTY a The Landlord covenants to deliver the Straffordville Community Centre to the Tenant in a state of good repair and cleanliness and warrants that upon delivery, the foundation, walls, structure and roof of the Straffordville Community Centre and the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre are in good working order. l�. The Landlord covenants that forthe entirety ofthe Term and any renewals thereof, it shall maintain the Straffordville Community Centre, in a good state of repair. Withoutlimiting the foregoing, the Landlord agrees that it shall ensure that the foundation, walls, structure and roof of the Straffordville Community Centre remain structurally sound and that the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre are maintained in good and working condition and provide for reasonable conditions of temperature, humidity, sanitation and air quality. c Notwithstanding any other provision of this Lease, if the Straffordville Community Centre, the boilers, engines, controls, pipes and other apparatus used for the purpose of heating or air-conditioning the Property, the water and drainage pipes, the electric lighting, any other equipment or the roof or outside walls of the Property are put in a state of disrepair or are damaged or destroyed through the negligence, carelessness or misuse of the Tenant, its servants, agents, employees or anyone permitted by it to be in the Property exclusive of the renters or the attendees of the renters, regular wear and tear excepted, the expense of the necessary repairs, replacements or alterations shall be borne by the Tenant and paid to the Landlord forthwith on demand. In the event that such repairs are undertaken by the Landlord as a result of negligence, carelessness or misuse by the Tenant, wear and tear excepted, the amount to be paid shall include a sum equal to fifteen percent (15%) thereof for overhead. d The Landlord covenants that for the entirety of the Term and any renewals thereof, it may make all necessary repairs (including partial and/or full replacement) of the foundation, walls, structure and roof of the Straffordville Community Centre and the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre at its sole expense, as budget permits, at the sole, absolute and unfettered discretion of Council. The Landlord agrees that it may make all reasonable efforts when conducting maintenance and repairs to do so in a fashion that minimizes disturbance and inconvenience to the Tenant and the general public which frequents the Straffordville Community Centre. e The Landlord covenants that for the entirety of the Term and any renewals thereof, it shall maintain and keep clean and tidy all outside grounds of the Straffordville Community Centre and will not allow garbage, waste or objectionable material to accumulate on the Property, including but not limited to the entrances to the Community Centre, parking lot, sidewalks, lawn and flowerbeds. At its sole expense for the duration of the Term, including any renewals thereof, the Landlord shall provide all lawn cutting, landscaping, snow and ice removal and all other ground maintenance services on the Property. 6.2 INSPECTION AND NOTIFICATION OF ACCIDENTS/DEFECTS a The Tenant covenants to permit the Landlord to enter into, use and view the state of repair of the Straffordville Community Centre at any time and the Landlord, shall, under no circumstances, ever be prohibited from entering or utilizing the Property or the Straffordville Community Centre. i) The Tenant covenants that its members shall give the Landlord reasonable notice in writing of any accident, damage to or other defect on the Property that it obtains knowledge of with respect to; the foundation, walls, structure and/or Connections of the Straffordville Community Centre; 11. the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre; and/or; iii. the water supply/quality, sewage, waste disposal, drainage, temperature, and/or air quality at the Straffordville Community Centre. 6.3 UTILITIES, WATERIWASTEWATER AND MUNICIPAL TAXES a The Landlord covenants that it shall provide, pay for and maintain at its sole expense for the entirety of the Term and any renewals thereof, all heat, electricity, water, gas and light required for the Tenant to conduct operations in the Straffordville Community Centre, including the costs of any installation, maintenance, service or work necessary to supply the utilities to the Straffordville Community Centre. h In addition to Section 6.3(a) above, the Landlord covenants that for the entirety of the Term and any renewals thereof, the Landlord shall provide non - potable water to all taps/faucets within the Straffordville Community Centre. c The Landlord covenants that for the entirety of the Term and any renewals thereof, the Landlord shall pay all municipal taxes attributable to the Straffordville Community Centre and the balance of the Property. 6.4 FURNISHINGS a The Landlord shall own all furnishings within the Straffordville Community Centre. h No furnishings shall be added to the Straffordville Community Centre by the Tenant or any other person unless such furnishing are donated to the Landlord, accepted by the Landlord and the same is documented in written format. 6.5 ALTERATIONS, INSTALLATIONS AND TRADE FIXTURES a During the Term and any renewals thereof, the Tenant shall not make any cosmetic alternations (i.e. paint, carpet, tile, etc.) to the Straffordville Community Centre without the prior written approval of the Landlord. 6.6 STAFFING -MEMBERS a The Tenant shall be fully responsible for all staffing, including, if any, applicable costs for its operations in the Straffordville Community Centre. All persons who provide services as directed by the Tenant in connection with the Tenant's operations shall be members of the Tenant for all purposes and the Landlord shall under no circumstances be deemed the employer of any members providing services for the Tenant. The Tenant and Landlord agree that each of them shall at their own cost and expense, maintain worker's compensation coverage, unemployment compensation coverage and other like statutorily required coverage with respect to their own respective employees/members. For greater certainty, the Landlord shall not be deemed to have any oversight, control, supervision or responsibility over any member that may be associated with the Tenant. 6.8 COMPLIANCE WITH LAW a The Tenant agrees that at all times during the Term and any renewals thereof, it shall comply with all federal, provincial and municipal laws, statutes, regulations and by-laws. 6.9 AUTHORIZED USAGE, SUB -LETTING AND ASSINMENT a The Tenant shall not assign, transfer, alter or sublet its rights and obligations under this Agreement to any other organization or person. 7 1 In addition to and without limiting any other provision of this Agreement, the Landlord covenants that it shall be fully responsible for the following: a its own municipal operations/activities; b_ maintenance of the parking lot and the Property (including but not limited to snow/ice removal and access/egress to the Community Centre); and c its own employees, Councillors, officers, directors, agents and consultants engaging in the furtherance of their municipal duties, wherever situate. 72 The Landlord hereby agrees to release, indemnify, defend and hold harmless the Tenant including their respective members, employees, sub-tenant(s), officers, directors, representatives, agents, legal counsel and consultants (as applicable) from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceedings of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which: occurs on any portion of the Property that does not make up the StraffordvilleCommunity Centre; and/or b is caused by its own employees, Councillors, officers, directors, agents and consultants, wherever situate, acting in the course of their municipal duties and/or performing obligations required to be performed pursuant to this Agreement saveand except those which: �. occur in the Straffordville Community Centre and do not involve a Landlord employee acting in the course of his/her municipal duties and/or performing obligations required to be performed pursuant to this Agreement; are caused by the Tenant's own employees, members, officers, directors, agents, representatives and consultants engaging in the furtherance of its operations; iiI are caused by the operations of the Tenant or any of its Community Partners, authorized users, sub-tenant(s) or employees thereof in the furtherance of the operations of the Tenant or any of its Community Partners, authorizedusers or sub-tenant(s); Iv. are sustained by either the Tenant's or the Tenant's sub-contractor(s)' employees during the course of their employment which are covered by WSIB coverage; and/or v are caused by the negligence or willful conduct of the Tenant, its CommunityPartners, authorized users, sub-tenant(s) or by those for whom the Tenant isat law responsible. T 3 The Landlord agrees that it shall at its own expense, obtain and maintain in full force and effect during each year of this Agreement and any renewal thereof and for an additional three (3) years following the termination of this Agreement or any renewal thereof, the following policies of insurance coverage: a Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than five million dollars ($5,000,000.00) per occurrence or such greater amount that any Party may from time to time request and/or reasonably require. The CGL shall: i, include the Tenant as additional insured; ii. contain a cross -liability clause; Ill. contain a severability of interests clause endorsement; iv, contain a clause including contractual liability coverage arising out of this Agreement; and shall not be subject to a deductible limit in excess of ten thousand dollars ($10,000.00). b. The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. Errors and Omissions coverage for potential errors and omissions arising from the operations of its employees (including employee benefits liability) in an amount not less than five million dollars ($5,000,000.00) exclusive of interest and legal costs, underwritten by an insurer licensed to conduct business in the Province of Ontario, which includes the Tenant as additional insured. d A certificate of insurance evidencing the effective status of the coverage is to be provided by the Landlord at the commencement of the term of this Agreement and at the commencement of any renewal period. The insurance shall be maintained for an additional three (3) years following the termination of this Agreement and any renewals thereof. The Landlord shall advise the Tenant of any changes to the insurance and shall provide a certificate with respect to any such changes. In the event the insurance policy contains an insured vs. insured exclusion, the exclusion must be amended to allow for claims against the named insured by the additional insured. If the insurance policy is to be cancelled or non -renewed for any reason, ninety (90) days notice of said cancellation or non- renewal must be provided to the Tenant. The post - termination insurance covenants above shall survive the termination of this Agreement. 7 4 In addition to and without limiting any other provision of this Agreement, the Tenant covenants that it shall be fully responsible for the following: a the Straffordville Community Centre, except for the actions of the employees of the Landlord in the Straffordville Community Centre in furtherance of their municipal duties, landlord duties, andlor duties required to be performed pursuant to this Agreement, D its operations/activities; , its own employees, members, officers, directors, agents, representatives, volunteers and consultants engaging in the furtherance of its operations; and 7 5 The Tenant hereby agrees to release, indemnify, defend and hold harmless the Landlord, including each of its respective employees, Councillors, officers, directors, representatives, agents, legal counsel and consultants from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceedings of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which: a occurs on the Property; and b_ is caused by its own employees, members, officers, directors, sub -tenants, agents, Community Partners, authorized users, and representatives or consultants in the course of their duties for the Tenant save and except those which: i. are caused by the Landlord's employees, Councillors, officers, directors, agents and consultants, wherever situate, in the course of their municipal duties and/or while performing duties required to be performed pursuant to this Agreement; 11 involve injuries to Landlord's employees engaged in the course of their employment for the Landlord, which are covered by WSIB; and/or sii are caused by the willful or negligent conduct of the Landlord. 7 G The Tenant agrees that is shall at its own expense, obtain and maintain in full force and effect during each year of this Agreement and any renewal thereof, and for an additional three (3) years following the termination of this Agreement or any renewal thereof, the following policies of insurance coverage: a Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than two million dollars ($2,000,000.00) per occurrence or such greater amount that any Party may from time to time request and/or reasonably require. The CGL shall: include the Landlord as additional insured; ii. contain a cross -liability clause; iii. contain a severability of interests clause endorsement; iv. contain a clause including contractual liability coverage arising out of this Agreement; v contain tenant's liability (all risks) coverage for all obligations pursuant to the Rental Agreement; and v1. not be subject to a deductible limit in excess of five thousand dollars ($5,000.00) b. The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. C A certificate of insurance evidencing the effective status of the coverage is to be provided by the Tenant at the commencement of the term of this Agreement and at the commencement of any renewal period. The insurance shall be maintained for an additional three (3) years following the termination of this Agreement and any renewals thereof. The Tenant shall advise the Landlord of any changes to the insurance and shall provide a certificate with respect to any such changes. In the event the insurance policy contains an insured vs. insured exclusion, the exclusion must be amended to allow for claims against the named insured by the additional insured. If the insurance policy is to be cancelled or non -renewed for any reason, ninety (90) days notice of said cancellation or non -renewal must be provided to the Landlord. The post -termination insurance covenants above shall survive the termination of this Agreement. d The Landlord and the Tenant agree that they will provide each other with proof of insurance, identifying all lines of coverage required by this Agreement by means of Certificate(s) of Insurance in a form satisfactory to the Parties each year, or ten (10) days prior to renewal of each insurance policy, and for an additional three (3) years following the termination of this Agreement and any renewals thereof. e In addition to and without limiting the foregoing, the Landlord and the Tenant shall at any time requested by any Party, provide another Party with proof of insurance. The Parties further agree that they shall not change, amend or cancel the insurance policies noted in this Agreement during the term of this Agreement or any renewals thereof without the written consent of the Parties to this Agreement. f In the event the Tenant ceases to exist as a not for profit organization, all rights, interests, chattels, assets, trade fixtures, etc. shall become the property of the Landlord save and except any item to which a security in higher priority is attached to the thing or asset or interest. 8.1 Notices Any Communication shall be in writing and may be delivered: I personally or by courier; or ii. by prepaid registered mail; or iii. by facsimile; or IV. by email or equivalent electronic means of transmission. h_ Any Communication shall be delivered to the persons and addresses as follows: to the Landlord at: Municipality of Bayham 56169 Heritage Line Straffordville, ON NOJ 1YO Office: (519) 866-5521 Sao c baLhar Lon,ca to the Tenant at: Straffordville Hall Foundation 55871 First Streeet, PO Box 59 Straffordville ON NOJ 1YO C/O Marni Wolfe scc ybavliatl3.on.ca c. Any Communication delivered to the Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that Party's address, provided that if that day is not a Business Day then the Communication will be deemed to have been given or made and received on the next Business Day. Any Communication transmitted by facsimile, e-mail or other functionally equivalent electronic means of transmission will be deemed to have been given or made and received on the day on which it is transmitted; but if the Communication is transmitted on a day which is not a Business Day or after 4:30 p.m.(local time of the recipient), the Communication will be deemed to have been given or made and received on the next Business Day. Section 9 - Administration 9.1 FURTHER ASSURANCES �+ The Parties hereto at all times warrant that they shall do, execute, acknowledge, deliver and/or cause to be done such other acts, agreements and other documents as may be reasonably required or desirable to give effect to the terms of this Agreement. 9.2 AMENDMENT AND WAIVER a No amendment, discharge, modification, restatement, supplement, termination or waiver of this Agreement or any section of this Agreement is binding unless it is in writing and executed by the Parties to be bound. No waiver of, failure to exercise, or delay in exercising any section of this Agreement constitutes a waiver of any other section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided. >, The Parties agree and warrant that in the event this Agreement is renewed, amended or replaced, such amendments or replacement shall be worded to take fullforce and effect on the 1 st day of January for the year in which the amendment or new agreement is made. 9.3 ENUREMENT a This Agreement enures to the benefit of and is binding upon the Parties and their respective Councils, members, administrators, employees, successors, employees, agents, representatives, directors, consultants and permitted assigns. 9.4 ENTIRE AGREEMENT a This Agreement, including its schedules, constitutes the entire agreement between the Parties with respect to the Straffordville Community Centre and associated potential liability. This Agreement, inclusive of its schedules, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties and the Parties hereby acknowledge that there are no representations, warranties or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement and its schedules. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement. Except as amended herein, the terms of this Agreement shall remain in full force and effect. 9.5 VOLUNTARY ENFORCEABLE AGREEMENT a The Parties warrant that this Agreement is voluntary and that each Party has had an opportunity to seek the advice of separate and independent legal counsel with respect to this Agreement. t: The Landlord and the Tenant agree that they have the legal right and ability to enforce the said provisions of this Agreement hereunder against each other and both the Landlord or the Tenant are estopped from pleading or asserting otherwise in any action or proceeding. 9.6 COUNTERPARTS a This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument 9.7 SEVERABILITY a Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; or the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction. 9.8 GOVERNING LAW a This Agreement is governed by and is to be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province. IN WITNESS WHEREOF the Parties have hereunto set their hands and seals this on the date(s) noted below and agree that this Agreement shall be effective on the date set out at the top of page one (1) of this Agreement. SIGNED, SEALED AND WITNESSED In the Presence of THE CORPORATION OF THE MUNICIPALITY OF BAYHAM MAYOR„ Al rr. -- r - CLERK - STRAFFORDVILLE HALL FOUNDATION Per: r- THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2021-067 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN OPERATING AND MAINTENANCE LEASE AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND STRAFFORDVILLE HALL FOUNDATION WHEREAS the Municipal Act, 2001 S.O. 2001 c25, as amended, s. 8(1) contains broad authority to municipalities to enable municipalities to govern its affairs as it considers appropriate; AND WHEREAS The Corporation of the Municipality of Bayham is the registered owner of property municipally known as 56169 Heritage Line, Straffordville, ON NOJ 1 YO; AND WHEREAS The Corporation of the Municipality of Bayham owns a building on the property known as the Straffordville Community Centre; AND WHEREAS the Council of The Corporation of the Municipality of Bayham is desirous of entering into an agreement for the operation and maintenance of the Straffordville Community Centre. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between the Municipality of Bayham and the Straffordville Hall Foundation for the operation and maintenance of the Straffordville Community Centre; 2. THAT this by-law shall come into full force and effect upon the final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 2"d DAY OF DECEMBER 2021. MAYOR C R. 3 OPERATING AND MAINTENANCE LEASE AGREEMENT This Operating and Maintenance Lease made December 15th 2021: BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (the "Landlord") - and - STRAFFORDVILLE HALL FOUNDATION (the "Tenant") WHEREAS the Landlord is a duly incorporated lower -tier municipality in the province of Ontario within the meaning of the Municipal Act, 2001 SO 2001 c 25, Canada, which is governed by Mayor and Council (hereinafter, "Municipal Council") and operated by administration; AND WHEREAS the Tenant, the Straffordville Hall Foundation, is a not -for profit charity corporation incorporated pursuant to the Ontario Not -For -Profit Corporations Act; AND WHEREAS the Landlord is the registered owner of property municipally known as 56169 Heritage Line, Straffordville, ON NOJ 1YO (hereinafter, "the Property"); AND WHEREAS the Landlord owns a building on the property known as the Straffordville Community Centre that is used by the general public for community, social, and recreational activities; AND WHEREAS the Tenant intends to operate and manage access to the Community Centre,as directed by the Landlord, situated on the Property, providing community, social and recreational activities, which contributes to the general wellbeing of the community; AND WHEREAS the Landlord and the Tenant have agreed to enter into this Operating Lease Agreement to set out the terms by which the Landlord will permit the Tenant to operate the Straffordville Community Centre and to set out the responsibilities for maintenance and management of the Straffordville Community Centre between the Parties; AND WHEREAS the Chief Administrative Officer (CAO) of the Landlord is authorized by Municipal Council to administer this Agreement in its entirety on the Landlord's behalf, once this Agreement is endorsed by Municipal Council; AND WHEREAS the Tenant's Chief Executive Officer (CEO) is authorized by the Tenant to administer this Agreement on its behalf, once it has endorsed this Agreement; and NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the payment ofthe sum of TWO DOLLARS ($2.00) from each Party to the other and for other good and valuable consideration, including the mutual covenants contained herein, including the access and occupancy rights granted to the Tenant in consideration for operation and maintenance services granted to the Landlord, the Parties hereby covenant and agree as follows: Section 1 -Recitals 1.1 The above recitals are true and are hereby incorporated into this Agreement by reference. Section 2 - Definitions 2.1 In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings: a "Agreement' shall mean this Agreement, as it may be confirmed, amended, modified, supplemented or restated by written agreement between the Parties. b. "Business Day" shall mean any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario. c. "Communication" shall mean any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party, d, "Community Partners" shall mean not -for -profit community organizations, or community organizations with a formal structure and mandate that provide funds or services on a volunteer basis for the good of the community as determined by the Municipality. e. "Members" shall mean persons classified as members in accordance with the by- laws of the Tenant. f. "Parties" shall mean the Landlord and the Tenant collectively and "Party" means any one of them. g. "Trade Fixtures" shall mean the plumbing fixtures, appliances, shelving in the Straffordville Community Centre and any other item meeting the requirements of a trade fixture as set out in the current and evolving common law of Ontario. ction 3 - Covenants .1 The Parties agree that all obligations contained in this Agreement, even if not expressed to be covenants, shall be deemed to be covenants. Section 4-Term & Termination 4.1 TERM a. Subject to the termination and amendment provisions of this Agreement, this Agreement shall commence on December 15, 2021 (the "Effective Date") and shall continue for a period of five (5) years, ending on December 15, 2026 (hereinafter, "the Term"). b At least six (6) months prior to the end of the Term, the Parties agree to meet to negotiate potential renewal terms. If no agreement is reached prior to the last day of the Term, the Agreement shall expire unless the Parties mutually agree in writing to extend the negotiation period for sixty (60) days ("Extension Period"). In the event renewal terms have not been agreed to by the Parties at the end of the Extension Period, theAgreement shall terminate immediately on the last day of the Extension Period. 4.2 TERMINATION a If the Tenant neglects or fails to carry out or to comply with any of the terms, covenants, undertakings or conditions of this Agreement, the Landlord may, after having given written notice to the Tenant of such default, terminate this Agreement by giving thirty (30) days notice in writing to the Tenant and this Agreement shall be deemed to be terminated on the day specified in the notice. b The Landlord may terminate this Agreement for any reason by giving thirty (30) days notice in writing to the Tenant and this Agreement shall be deemed to be terminated on the day specified in the notice. c The Tennant may terminate this Agreement for any reason by giving sixty (60) days'notice in writing to the Landlord and this Agreement shall be deemed to be terminated on the day specified in the notice. Section 5 - Roght to Use 5 t The Landlord hereby grants to the Tenant the non-exclusive right to utilize the Straffordville Community Centre, subject to standard booking provisions as defined within this agreement, at no cost when the funds or ends of such potential use are for the benefit of the Municipality, as determined by the Landlord, for the provision of operating services by the Tenant. a A listing of all dates, times and purposes of use as contemplated within Section 5.1 of this Agreement shall be provided to the Landlord on a monthly basis, within the rental -booking spreadsheet as provided by the Landlord. 5.2 FACILITY OPERATIONS MANAGEMENT a The Tenant shall provide the following services through its members, plus additional services required by the Landlord, pursuant to the terms of this Agreement: i Facility managerial services on a day to day basis regarding operation of the Straffordville Community Centre, and the revenue derived therefrom, ii Utilize the email provided by the Landlord to communicate with all potential renters, renters and the Landlord for all communications in accordance with any Landlord IT Policy that may be provided or updated from time to time. ill. Utilize the cell phone provided by the Landlord to communicate with all potential renters, renters and the Landlord for all communications 6v Meets the prospective renters of the facilities to view the facilities, and when the facilities are rented, arranges for the execution of the standard rental agreement as provided by the Landlord. v Receives all deposits required for the rental of the facilities or part of the facilities and obtains the balance of the rental payment when due. w Ensures the facilities will be open for the use of persons or organizations who have rented the premises, or part of the premises a minimum of thirty (30) minutes prior to rental commencement time. vii. The Tenant will be available by cell phone, number to be posted, in the event of a renter requiring assistance. viii. Sets up all tables and chairs for the individuals or organizations renting the premises, according to the direction of the Renter, but not in a manner that would prevent the safe and orderly exit of persons attending the scheduled function in the event of an emergency. i A standard table and chair set up may remain in between uses. F Community Partners may set up tables and chairs without Tenant assistance. ix Advises the persons or organizations using or renting the facilities, of the regulations (including Municipal Alcohol Policy requirements) in so far as conduct of persons during the scheduled function, the period of time calculated for purposes of determining the rental rate applicable, the bar closing time and time for the removal of persons attending the function and closing the facility. x Clears the tables and chairs of all items left following the function, re- arranges places in standard set up or stacks all tables and chairs for the next function or event. • The Tenant ensures tables are wiped with a sanitizing solution prior to stacking or placement. x1. Oversees the use of the facilities in the kitchen area and ensures that all stoves, refrigerator, coolers, dishwashers and kitchen utensils are operated in a safe and orderly manner. Ensures that the persons or organizations using the kitchen facilities, which shall include the foregoing, wash and clean, all items used, before leaving the premises. xii Ensures clear communication with all parties (Supervisor, contractors, renters and contacts). xi+i Ensures facility is locked and secured at the conclusion of the rental_ 5.3 BOOKING -FEE COLLECTION a The Tenant shall conduct all booking operations on the email and cell provided by the Landlord. b The Tenant shall maintain a record of all activities, rentals and monies received on acloud based spreadsheet as set up and directed by the Landlord. c. The Tenant shall safeguard all funds received for rentals and make out receipts for funds received and submit a minimum monthly return of all monies received to the Treasurer of the Municipality of Bayham. All payment shall be made to the Corporation of the Municipality of Bayham in accordance with the Corporation of the Municipality of Bayham Rates &Fee By-law in force and effect on the day of booking. Any payment amounts received by the Tenant that are not deposited directly into the accounts of the Landlord through a point of sale terminal are held by the Tenant for the Landlord until such time as they are remitted to the Landlord by way of deposit_ d The Tenant shall provide all booking and managerial services on a day to day basis regarding operation of the Straffordville Community Centre, Straffordville Pavilion, the Straffordville and Port Burwell Ball Diamonds and the revenue derived therefrom. 5.4 JANITORIAL WORKS a The Tenant shall be solely responsible for the provision of janitorial services for Straffordville Hall Foundation rental uses of the main floor of the Straffordville Community Centre, including but not limited to: i. Wash all tables with sanitizing solution ii. Cleaning the facilities after each use iii. Sweep and spot mop or full wet mop as necessary iv. Clean rubber mats V. Empty all recyclables & place outside for pickup vi. Empty garbage and remove to outside bin (40 lb. limit) vii. Clean glass on doors viii. Wash counters, mirrors and sinks with sanitizing solution ix. Wipe fridge and cooler inside and outside with sanitizing solution & clean glass as required Clean toilet bowls, seats, frames to base, urinals xi. Wash wooden & vinyl chairs A. Maintains dispensers - soap, towel, toilet paper etc. xiii Disinfect all surfaces (door handles, light switches etc.) J) The Tenant shall order all required supplies, materials and equipment to perform the specified janitorial services, from the Landlord. The Tenant will ensure orders are placed in advance of need so that the Landlord is provided with adequate time to obtain the items and provide them to the Tenant in advance of their need. c The Tenant shall provide to the Landlord a record of janitorial works at any time upon the request of the Landlord, and such record shall demonstrate when janitorial works were provided in the Straffordville Community Centre and what janitorial works were conducted. The Tenant shall retain such records in accordance with sections 254 and 255 of the Municipal Act, 2001 RSO 2001, c. 25, as may be amended, a. This may be a hard copy spreadsheet located in the Janitors closet. d The Landlord shall coordinate and conduct the following activities as required in the sole discretion of the Landlord: i Buff Main Hall Floor is Steam clean all carpets and matting 5.5 HEALTH & SAFETY ,3 The Tenant shall be required to show proof of registration with the WSIB or a letter stating the Tenant is not subject to the conditions of WSIB from the WSIB. b. The Landlord is committed to: The prevention of workplace injury and illness to all workers at Municipal locations. li. The belief that Tenant safety is compatible with the safety policy of the Municipality and is good business. iii_ Assuming a leadership role by citing contractors for any violations of the contract. iv Ensuring the Municipal workplace is a healthy and safe working environment, tenants, contractors, constructors and subcontractors must have knowledge of and operate in compliance with the Occupational Health and Safety Act and any other legislation pertaining to employee health and safety. c. As a Tenant retained to perform operations for the Municipality of Bayham, the Tenant accepts the following health and safety responsibilities: Comply with all procedures and requirements of the Occupational Health and Safety Act, Municipal safety policies and procedures, department and site specific policies and procedures and all applicable legislation or regulations. ia. Conduct operations safely with skill and care so as to prevent accidental injury to members and all other persons on the site. d. The Tenant shall ensure compliance with the Municipality of Bayham Health & Safety Policy, as available through the municipal website. e. The Landlord will conduct monthly Health & Safety inspections of the Straffordville Community Centre The Tenant shall immediately report any health and safety concerns to the Landlord in writing. 6.1 MAINTENANCE AND REPAIR OF STRAFFORDILLE COMMUNITH CENTRE AND PROPERTY a The Landlord covenants to deliver the Straffordville Community Centre to the Tenant in a state of good repair and cleanliness and warrants that upon delivery, the foundation, walls, structure and roof of the Straffordville Community Centre and the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre are in good working order. l�. The Landlord covenants that forthe entirety ofthe Term and any renewals thereof, it shall maintain the Straffordville Community Centre, in a good state of repair. Withoutlimiting the foregoing, the Landlord agrees that it shall ensure that the foundation, walls, structure and roof of the Straffordville Community Centre remain structurally sound and that the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre are maintained in good and working condition and provide for reasonable conditions of temperature, humidity, sanitation and air quality. c Notwithstanding any other provision of this Lease, if the Straffordville Community Centre, the boilers, engines, controls, pipes and other apparatus used for the purpose of heating or air-conditioning the Property, the water and drainage pipes, the electric lighting, any other equipment or the roof or outside walls of the Property are put in a state of disrepair or are damaged or destroyed through the negligence, carelessness or misuse of the Tenant, its servants, agents, employees or anyone permitted by it to be in the Property exclusive of the renters or the attendees of the renters, regular wear and tear excepted, the expense of the necessary repairs, replacements or alterations shall be borne by the Tenant and paid to the Landlord forthwith on demand. In the event that such repairs are undertaken by the Landlord as a result of negligence, carelessness or misuse by the Tenant, wear and tear excepted, the amount to be paid shall include a sum equal to fifteen percent (15%) thereof for overhead. d The Landlord covenants that for the entirety of the Term and any renewals thereof, it may make all necessary repairs (including partial and/or full replacement) of the foundation, walls, structure and roof of the Straffordville Community Centre and the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre at its sole expense, as budget permits, at the sole, absolute and unfettered discretion of Council. The Landlord agrees that it may make all reasonable efforts when conducting maintenance and repairs to do so in a fashion that minimizes disturbance and inconvenience to the Tenant and the general public which frequents the Straffordville Community Centre. e The Landlord covenants that for the entirety of the Term and any renewals thereof, it shall maintain and keep clean and tidy all outside grounds of the Straffordville Community Centre and will not allow garbage, waste or objectionable material to accumulate on the Property, including but not limited to the entrances to the Community Centre, parking lot, sidewalks, lawn and flowerbeds. At its sole expense for the duration of the Term, including any renewals thereof, the Landlord shall provide all lawn cutting, landscaping, snow and ice removal and all other ground maintenance services on the Property. 6.2 INSPECTION AND NOTIFICATION OF ACCIDENTS/DEFECTS a The Tenant covenants to permit the Landlord to enter into, use and view the state of repair of the Straffordville Community Centre at any time and the Landlord, shall, under no circumstances, ever be prohibited from entering or utilizing the Property or the Straffordville Community Centre. i) The Tenant covenants that its members shall give the Landlord reasonable notice in writing of any accident, damage to or other defect on the Property that it obtains knowledge of with respect to; the foundation, walls, structure and/or Connections of the Straffordville Community Centre; 11. the heating, ventilation, air conditioning, mechanical, plumbing and electrical systems serving the Straffordville Community Centre; and/or; iii. the water supply/quality, sewage, waste disposal, drainage, temperature, and/or air quality at the Straffordville Community Centre. 6.3 UTILITIES, WATERIWASTEWATER AND MUNICIPAL TAXES a The Landlord covenants that it shall provide, pay for and maintain at its sole expense for the entirety of the Term and any renewals thereof, all heat, electricity, water, gas and light required for the Tenant to conduct operations in the Straffordville Community Centre, including the costs of any installation, maintenance, service or work necessary to supply the utilities to the Straffordville Community Centre. h In addition to Section 6.3(a) above, the Landlord covenants that for the entirety of the Term and any renewals thereof, the Landlord shall provide non - potable water to all taps/faucets within the Straffordville Community Centre. c The Landlord covenants that for the entirety of the Term and any renewals thereof, the Landlord shall pay all municipal taxes attributable to the Straffordville Community Centre and the balance of the Property. 6.4 FURNISHINGS a The Landlord shall own all furnishings within the Straffordville Community Centre. h No furnishings shall be added to the Straffordville Community Centre by the Tenant or any other person unless such furnishing are donated to the Landlord, accepted by the Landlord and the same is documented in written format. 6.5 ALTERATIONS, INSTALLATIONS AND TRADE FIXTURES a During the Term and any renewals thereof, the Tenant shall not make any cosmetic alternations (i.e. paint, carpet, tile, etc.) to the Straffordville Community Centre without the prior written approval of the Landlord. 6.6 STAFFING -MEMBERS a The Tenant shall be fully responsible for all staffing, including, if any, applicable costs for its operations in the Straffordville Community Centre. All persons who provide services as directed by the Tenant in connection with the Tenant's operations shall be members of the Tenant for all purposes and the Landlord shall under no circumstances be deemed the employer of any members providing services for the Tenant. The Tenant and Landlord agree that each of them shall at their own cost and expense, maintain worker's compensation coverage, unemployment compensation coverage and other like statutorily required coverage with respect to their own respective employees/members. For greater certainty, the Landlord shall not be deemed to have any oversight, control, supervision or responsibility over any member that may be associated with the Tenant. 6.8 COMPLIANCE WITH LAW a The Tenant agrees that at all times during the Term and any renewals thereof, it shall comply with all federal, provincial and municipal laws, statutes, regulations and by-laws. 6.9 AUTHORIZED USAGE, SUB -LETTING AND ASSINMENT a The Tenant shall not assign, transfer, alter or sublet its rights and obligations under this Agreement to any other organization or person. 7 1 In addition to and without limiting any other provision of this Agreement, the Landlord covenants that it shall be fully responsible for the following: a its own municipal operations/activities; b_ maintenance of the parking lot and the Property (including but not limited to snow/ice removal and access/egress to the Community Centre); and c its own employees, Councillors, officers, directors, agents and consultants engaging in the furtherance of their municipal duties, wherever situate. 72 The Landlord hereby agrees to release, indemnify, defend and hold harmless the Tenant including their respective members, employees, sub-tenant(s), officers, directors, representatives, agents, legal counsel and consultants (as applicable) from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceedings of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which: occurs on any portion of the Property that does not make up the StraffordvilleCommunity Centre; and/or b is caused by its own employees, Councillors, officers, directors, agents and consultants, wherever situate, acting in the course of their municipal duties and/or performing obligations required to be performed pursuant to this Agreement saveand except those which: �. occur in the Straffordville Community Centre and do not involve a Landlord employee acting in the course of his/her municipal duties and/or performing obligations required to be performed pursuant to this Agreement; are caused by the Tenant's own employees, members, officers, directors, agents, representatives and consultants engaging in the furtherance of its operations; iiI are caused by the operations of the Tenant or any of its Community Partners, authorized users, sub-tenant(s) or employees thereof in the furtherance of the operations of the Tenant or any of its Community Partners, authorizedusers or sub-tenant(s); Iv. are sustained by either the Tenant's or the Tenant's sub-contractor(s)' employees during the course of their employment which are covered by WSIB coverage; and/or v are caused by the negligence or willful conduct of the Tenant, its CommunityPartners, authorized users, sub-tenant(s) or by those for whom the Tenant isat law responsible. T 3 The Landlord agrees that it shall at its own expense, obtain and maintain in full force and effect during each year of this Agreement and any renewal thereof and for an additional three (3) years following the termination of this Agreement or any renewal thereof, the following policies of insurance coverage: a Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than five million dollars ($5,000,000.00) per occurrence or such greater amount that any Party may from time to time request and/or reasonably require. The CGL shall: i, include the Tenant as additional insured; ii. contain a cross -liability clause; Ill. contain a severability of interests clause endorsement; iv, contain a clause including contractual liability coverage arising out of this Agreement; and shall not be subject to a deductible limit in excess of ten thousand dollars ($10,000.00). b. The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. Errors and Omissions coverage for potential errors and omissions arising from the operations of its employees (including employee benefits liability) in an amount not less than five million dollars ($5,000,000.00) exclusive of interest and legal costs, underwritten by an insurer licensed to conduct business in the Province of Ontario, which includes the Tenant as additional insured. d A certificate of insurance evidencing the effective status of the coverage is to be provided by the Landlord at the commencement of the term of this Agreement and at the commencement of any renewal period. The insurance shall be maintained for an additional three (3) years following the termination of this Agreement and any renewals thereof. The Landlord shall advise the Tenant of any changes to the insurance and shall provide a certificate with respect to any such changes. In the event the insurance policy contains an insured vs. insured exclusion, the exclusion must be amended to allow for claims against the named insured by the additional insured. If the insurance policy is to be cancelled or non -renewed for any reason, ninety (90) days notice of said cancellation or non- renewal must be provided to the Tenant. The post - termination insurance covenants above shall survive the termination of this Agreement. 7 4 In addition to and without limiting any other provision of this Agreement, the Tenant covenants that it shall be fully responsible for the following: a the Straffordville Community Centre, except for the actions of the employees of the Landlord in the Straffordville Community Centre in furtherance of their municipal duties, landlord duties, andlor duties required to be performed pursuant to this Agreement, D its operations/activities; , its own employees, members, officers, directors, agents, representatives, volunteers and consultants engaging in the furtherance of its operations; and 7 5 The Tenant hereby agrees to release, indemnify, defend and hold harmless the Landlord, including each of its respective employees, Councillors, officers, directors, representatives, agents, legal counsel and consultants from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceedings of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which: a occurs on the Property; and b_ is caused by its own employees, members, officers, directors, sub -tenants, agents, Community Partners, authorized users, and representatives or consultants in the course of their duties for the Tenant save and except those which: i. are caused by the Landlord's employees, Councillors, officers, directors, agents and consultants, wherever situate, in the course of their municipal duties and/or while performing duties required to be performed pursuant to this Agreement; 11 involve injuries to Landlord's employees engaged in the course of their employment for the Landlord, which are covered by WSIB; and/or sii are caused by the willful or negligent conduct of the Landlord. 7 G The Tenant agrees that is shall at its own expense, obtain and maintain in full force and effect during each year of this Agreement and any renewal thereof, and for an additional three (3) years following the termination of this Agreement or any renewal thereof, the following policies of insurance coverage: a Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than two million dollars ($2,000,000.00) per occurrence or such greater amount that any Party may from time to time request and/or reasonably require. The CGL shall: include the Landlord as additional insured; ii. contain a cross -liability clause; iii. contain a severability of interests clause endorsement; iv. contain a clause including contractual liability coverage arising out of this Agreement; v contain tenant's liability (all risks) coverage for all obligations pursuant to the Rental Agreement; and v1. not be subject to a deductible limit in excess of five thousand dollars ($5,000.00) b. The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. C A certificate of insurance evidencing the effective status of the coverage is to be provided by the Tenant at the commencement of the term of this Agreement and at the commencement of any renewal period. The insurance shall be maintained for an additional three (3) years following the termination of this Agreement and any renewals thereof. The Tenant shall advise the Landlord of any changes to the insurance and shall provide a certificate with respect to any such changes. In the event the insurance policy contains an insured vs. insured exclusion, the exclusion must be amended to allow for claims against the named insured by the additional insured. If the insurance policy is to be cancelled or non -renewed for any reason, ninety (90) days notice of said cancellation or non -renewal must be provided to the Landlord. The post -termination insurance covenants above shall survive the termination of this Agreement. d The Landlord and the Tenant agree that they will provide each other with proof of insurance, identifying all lines of coverage required by this Agreement by means of Certificate(s) of Insurance in a form satisfactory to the Parties each year, or ten (10) days prior to renewal of each insurance policy, and for an additional three (3) years following the termination of this Agreement and any renewals thereof. e In addition to and without limiting the foregoing, the Landlord and the Tenant shall at any time requested by any Party, provide another Party with proof of insurance. The Parties further agree that they shall not change, amend or cancel the insurance policies noted in this Agreement during the term of this Agreement or any renewals thereof without the written consent of the Parties to this Agreement. f In the event the Tenant ceases to exist as a not for profit organization, all rights, interests, chattels, assets, trade fixtures, etc. shall become the property of the Landlord save and except any item to which a security in higher priority is attached to the thing or asset or interest. 8.1 Notices Any Communication shall be in writing and may be delivered: I personally or by courier; or ii. by prepaid registered mail; or iii. by facsimile; or IV. by email or equivalent electronic means of transmission. h_ Any Communication shall be delivered to the persons and addresses as follows: to the Landlord at: Municipality of Bayham 56169 Heritage Line Straffordville, ON NOJ 1YO Office: (519) 866-5521 Sao c baLhar Lon,ca to the Tenant at: Straffordville Hall Foundation 55871 First Streeet, PO Box 59 Straffordville ON NOJ 1YO C/O Marni Wolfe scc ybavliatl3.on.ca c. Any Communication delivered to the Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that Party's address, provided that if that day is not a Business Day then the Communication will be deemed to have been given or made and received on the next Business Day. Any Communication transmitted by facsimile, e-mail or other functionally equivalent electronic means of transmission will be deemed to have been given or made and received on the day on which it is transmitted; but if the Communication is transmitted on a day which is not a Business Day or after 4:30 p.m.(local time of the recipient), the Communication will be deemed to have been given or made and received on the next Business Day. Section 9 - Administration 9.1 FURTHER ASSURANCES �+ The Parties hereto at all times warrant that they shall do, execute, acknowledge, deliver and/or cause to be done such other acts, agreements and other documents as may be reasonably required or desirable to give effect to the terms of this Agreement. 9.2 AMENDMENT AND WAIVER a No amendment, discharge, modification, restatement, supplement, termination or waiver of this Agreement or any section of this Agreement is binding unless it is in writing and executed by the Parties to be bound. No waiver of, failure to exercise, or delay in exercising any section of this Agreement constitutes a waiver of any other section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided. >, The Parties agree and warrant that in the event this Agreement is renewed, amended or replaced, such amendments or replacement shall be worded to take fullforce and effect on the 1 st day of January for the year in which the amendment or new agreement is made. 9.3 ENUREMENT a This Agreement enures to the benefit of and is binding upon the Parties and their respective Councils, members, administrators, employees, successors, employees, agents, representatives, directors, consultants and permitted assigns. 9.4 ENTIRE AGREEMENT a This Agreement, including its schedules, constitutes the entire agreement between the Parties with respect to the Straffordville Community Centre and associated potential liability. This Agreement, inclusive of its schedules, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties and the Parties hereby acknowledge that there are no representations, warranties or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement and its schedules. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement. Except as amended herein, the terms of this Agreement shall remain in full force and effect. 9.5 VOLUNTARY ENFORCEABLE AGREEMENT a The Parties warrant that this Agreement is voluntary and that each Party has had an opportunity to seek the advice of separate and independent legal counsel with respect to this Agreement. t: The Landlord and the Tenant agree that they have the legal right and ability to enforce the said provisions of this Agreement hereunder against each other and both the Landlord or the Tenant are estopped from pleading or asserting otherwise in any action or proceeding. 9.6 COUNTERPARTS a This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument 9.7 SEVERABILITY a Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; or the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction. 9.8 GOVERNING LAW a This Agreement is governed by and is to be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province. IN WITNESS WHEREOF the Parties have hereunto set their hands and seals this on the date(s) noted below and agree that this Agreement shall be effective on the date set out at the top of page one (1) of this Agreement. SIGNED, SEALED AND WITNESSED In the Presence of THE CORPORATION OF THE MUNICIPALITY OF BAYHAM MAYOR„ Al rr. -- r - CLERK - STRAFFORDVILLE HALL FOUNDATION Per: r-